BAIJI, Iraq -- An hour before dawn, the sky still clouded by a dust storm, the soldiers of the Iraqi army's Charlie Company began their mission with a ballad to ousted president Saddam Hussein. "We have lived in humiliation since you left," one sang in Arabic, out of earshot of his U.S. counterparts. "We had hoped to spend our life with you."

But the Iraqi soldiers had no clue where they were going. They shrugged their shoulders when asked what they would do. The U.S. military had billed the mission as pivotal in the Iraqis' progress as a fighting force but had kept the destination and objectives secret out of fear the Iraqis would leak the information to insurgents.

"We can't tell these guys about a lot of this stuff, because we're not really sure who's good and who isn't," said Rick McGovern, a tough-talking 37-year-old platoon sergeant from Hershey, Pa., who heads the military training for Charlie Company.

The reconstruction of Iraq's security forces is the prerequisite for an American withdrawal from Iraq. But as the Bush administration extols the continuing progress of the new Iraqi army, the project in Baiji, a desolate oil town at a strategic crossroads in northern Iraq, demonstrates the immense challenges of building an army from scratch in the middle of a bloody insurgency.

Charlie Company disintegrated once after its commander was killed by a car bomb in December. And members of the unit were threatening to quit en masse this week over complaints that ranged from dismal living conditions to insurgent threats. Across a vast cultural divide, language is just one impediment. Young Iraqi soldiers, ill-equipped and drawn from a disenchanted Sunni Arab minority, say they are not even sure what they are fighting for. They complain bitterly that their American mentors don't respect them.

In fact, the Americans don't: Frustrated U.S. soldiers question the Iraqis' courage, discipline and dedication and wonder whether they will ever be able to fight on their own, much less reach the U.S. military's goal of operating independently by the fall.

"I know the party line. You know, the Department of Defense, the U.S. Army, five-star generals, four-star generals, President Bush, Donald Rumsfeld: The Iraqis will be ready in whatever time period," said 1st Lt. Kenrick Cato, 34, of Long Island, N.Y., the executive officer of McGovern's company, who sold his share in a database firm to join the military full time after the Sept. 11, 2001, attacks. "But from the ground, I can say with certainty they won't be ready before I leave. And I know I'll be back in Iraq, probably in three or four years. And I don't think they'll be ready then."

"We don't want to take responsibility; we don't want it," said Amar Mana, 27, an Iraqi private whose forehead was grazed by a bullet during an insurgent attack in November. "Here, no way. The way the situation is, we wouldn't be ready to take responsibility for a thousand years."

Maj. Gen. Joseph J. Taluto, commander of the 42nd Infantry Division, which oversees an area of north-central Iraq that includes Baiji and is the size of West Virginia, called the Iraqi forces "improved and improving." He acknowledged that the Iraqis suffered from a lack of equipment and manpower but predicted that, at least in his area of operation, the U.S. military would meet its goal of having battalion-level units operating independently by the fall.

"I can tell you, making assessments, I think we're on target," he said in an interview.

U.S. officers said the Iraqis had been particularly instrumental in obtaining intelligence that led to the detention of several suspected insurgent leaders in the region. They said it was unfair to evaluate the Iraqi forces by U.S. standards.

"We're not trying to make the 82nd Airborne here," Taluto said.

Overall, the number of Iraqi military and police trained and equipped is more than 169,000, according to the U.S. military, which has also said there are 107 operational military and special police battalions. As of last month, however, U.S. and Iraqi commanders had rated only three battalions capable of operating independently.

Two Washington Post reporters spent three days traveling with the Americans and the Iraqis, respectively. The unit was selected by the U.S. military. The journey revealed fundamental, perhaps irreconcilable differences over everything from the reluctance of Muslim soldiers to search mosques and homes to basic questions of lifestyle. Earlier this year, for instance, the Americans imported Western-style portable toilets that the Iraqis, accustomed to another style, found objectionable. In an attempt to bridge the difference, the U.S. military installed diagrams depicting proper use of the "port-a-johns."

The differences clash across a landscape that has grown increasingly violent since Iraq's Jan. 30 parliamentary elections, when U.S. commanders made the training of the Iraqi forces their top priority. In Taluto's region, insurgents set off five car bombs in February; there were 35 in May. Over that period, 1,150 roadside bombs were planted, according to division statistics.

Last week, U.S soldiers from 1st Platoon, Alpha Company, and Iraqis from 2nd Platoon, Charlie Company, clambered into their vehicles to patrol the streets of Baiji. The Americans drove fully enclosed armored Humvees, the Iraqis open-backed Humvees with benches, the sides of which were protected by plating the equivalent of a flak jacket. The Americans were part of 1st Battalion, 103rd Armor Regiment of the Pennsylvania Army National Guard.

As an American reporter climbed in with the Iraqis, the U.S. soldiers watched in bemused horror.

"You might be riding home alone," one soldier said to the other reporter.

"Is he riding in the back of that?" asked another. "I'll be over here praying."

'Preschoolers With Guns'

The Iraqi soldiers were a grim lot, patrolling streets where they lived and mosques where they worshiped. As they entered their neighborhoods, some of them donned black balaclavas and green scarves to mask their identities. They passed graffiti on walls that, like the town, were colored in shades of brown. "Yes to the leader Saddam," one slogan read. "Long live the mujaheddin," said another. Nearly all the men had received leaflets warning them to quit; the houses of several had been attacked by insurgents.

The men spoke of the insurgents with a hint of awe, saying the fighters were willing to die and outgunned them with rocket-propelled grenades and, more fearsome, car bombs. Zwayid, a father of three, looked in disgust at his own AK-47 assault rifle, with a green shoelace for a strap.

"We fire 10 bullets and it falls apart," he said. Zwayid patted a heavy machine gun mounted in the bed of the Humvee. "This jams," he said. "Are these the weapons worthy of a soldier?" He and others said it was a sign of the Americans' lack of confidence in them.

"We trust the Americans. We go everywhere with them, we do what they ask," he said. "But they don't trust us."

Up ahead, McGovern conducted his own tour of Baiji's panorama of violence. He pointed out "dead man's grove," a stand of trees the Americans recently bulldozed because it was used to conceal bombs, and "dead man's road," a dangerous stretch of highway. A nearby lot was strewn with jagged pieces of car bomb.

"Honestly, I don't think people in America understand how touchy the situation really is right now," McGovern said. "We have the military power, the military might, but we're handling everything with kid gloves because we're hoping the Iraqis are going to step up and start taking things on themselves. But they don't have a clue how to do it."

Asked when he thought the Iraqi soldiers might be ready to operate independently, McGovern said: "Honestly, there's part of me that says never. There's some cultural issues that I don't think they'll ever get through."

McGovern added that the Iraqis had "come a long way in a very short period of time" and predicted they would ultimately succeed. But he said the effort was still in its infancy.

"We like to refer to the Iraqi army as preschoolers with guns," he said.

An hour later, the men returned to Forward Operating Base Summerall, a sandy expanse behind concrete barricades and concertina wire a few miles outside town. They followed U.S. military protocol: Each soldier dismounted from the vehicle and cleared his weapon. Zwayid stayed in the truck, handed his gun to a friend and asked him to clear it.

"Get down and clear your own weapon!" Cpl. William Kozlowski shouted to Zwayid in English.

Zwayid answered in Arabic. "That's my weapon," he explained, pointing to his friend.

"Corporal, you're a leader!" Kozlowski shouted back. "Take charge!"

Zwayid smiled at him. "What's he saying to me?" he whispered.

Searching for Respect

Charlie Company collapsed at 9:15 a.m. on Dec. 5. A gray Chevrolet Caprice packed with explosives detonated among a crowd of Iraqi soldiers during a shift change. Among the five dead was Capt. Mohammed Jassim Rumayidh, the company commander. His death prompted all but 30 of the company's 250 soldiers to quit; many took their weapons with them.

The bombing coincided with the arrival of a battalion of the Pennsylvania Army National Guard. The unit began rebuilding the Iraqi company from scratch. The Americans initially sent a small group of soldiers to work with the Iraqis. That changed after the Jan. 30 elections. Cato said the unit received a flurry of orders from commanders to make the training of Iraqi security forces "our main effort."

The battalion dispatched McGovern's platoon, about 35 soldiers, to work exclusively with the Iraqis. But the effort was immediately beset by problems. Due to a mixup in paperwork, dozens of Iraqi soldiers went without pay for three months. Many lacked proper uniforms, body armor and weapons. To meet the shortfall, U.S. forces gave the Iraqis rifles and ammunition confiscated during raids in Baiji. Of six interpreters assigned to the company, two quit and two others said they were preparing to.

"They've come a long way in a short period of time," Cato, the Alpha Company executive officer, said of the Iraqi soldiers. "When we first got here, soldiers were going to sleep on the objective. Soldiers were selling their weapons when they went out on patrol. I was on missions when soldiers would get tired, and they would just start dragging their weapons or using them as walking sticks."

The men are housed at what they call simply "the base," a place as sparse as the name. Most of the Iraqis sleep in two tents and a shed with a concrete floor and corrugated tin roof that is bereft of walls. Some have cots; others sleep on cardboard or pieces of plywood stacked with tattered and torn blankets. The air conditioners are broken. There is no electricity.

Drinking water comes from a sun-soaked camouflage tanker whose meager faucet also provides water for bathing.

"This is the shower of the National Guard, Baiji Division," said Tala Izba, 23, a corporal, as others laughed.

"Mines, car bombs and our duties, and then we have to come back to this?" said another soldier, Kamil Khalaf.

Almost to a man, the soldiers said they joined for the money -- a relatively munificent $300 to $400 a month. The military and police forces offered some of the few job opportunities in town. Even then, the soldiers were irate: They wanted more time off, air-conditioned quarters like their American counterparts and, most important, respect. Most frustrating, they said, was the two- or three-hour wait to be searched at the base's gate when they returned from leave.

The soldiers said 17 colleagues had quit in the past few days.

"In 15 days, we're all going to leave," Nawaf declared.

The two-dozen soldiers gathered nodded their heads.

"All of us," Khalaf said. "We'll live by God, but we'll have our respect."

But the Americans said the Iraqis hadn't earned respect. "As Arab men, they want for us to think that they're just the same as us as soldiers, that they're just as brave," Cato said. "But they show cowardice. They'll say to me, 'I wasn't afraid.' But if you're running, then you were obviously not just afraid, you were running away."

Divided by Culture

Last month, three trucks filled with two dozen soldiers from Charlie Company were ambushed near a Tigris River bridge. Instead of meeting the attack, the Iraqis fled and radioed for help. The Americans said the Iraqis told them they had lost 20 men, had run out of ammunition and were completely surrounded.

When a U.S. quick reaction force arrived, the area was quiet and the Iraqi soldiers were huddled around their trucks. Four were missing; it was later learned that they had hailed taxis, gone home and changed into civilian clothes. One soldier, the company's senior noncommissioned officer, refused to come out for several hours, saying he continued to be surrounded by insurgents.

After the incident, McGovern said he summoned an interpreter, asked him to translate the soldier's words verbatim and "disgraced" the Iraqi soldiers.

"You are all cowards," he began. "My soldiers are over here, away from our families for a year. We are willing to die for you to have freedom. You should be willing to die for your own freedom. If you continue to run away from the enemy, the enemy will continue to chase you. You will never win."

McGovern asked the interpreter, Nabras Mohammed, if he had gone too far.

"Well, you shouldn't have called them women, and you shouldn't have called them" wimps, Mohammed told him.

"Of course they were scared," said Cpl. Idris Dhanoun, 30, a native of Baiji with two years in the security forces, who defended his colleagues. "The majority of them haven't seen fighting, they haven't seen war, they haven't been soldiers. The terrorists want to die. A hundred percent, they want to die. It's jihad. They want to kill themselves in the path of God."

Shortly after the ambush, a sniper shot a U.S. soldier standing on the roof of a police station, inflicting a severe head wound. The Americans suspected that the fire had come from the nearby Rahma mosque. American and Iraqi troops surrounded the building. Fearful of inflaming resentment, U.S. soldiers ordered their Iraqi counterparts to search the mosque. They initially refused, entering only after McGovern berated them.

"But I don't know if they searched it that well. They were still tip-toeing when they were in there," said Sgt. Cary Conner, 25, of Newport News, Va., who was among the first soldiers on the scene.

U.S. forces then ordered the Iraqis to arrest everyone inside the mosque, including the respected elderly prayer leader. The Iraqi platoon leader refused, U.S. soldiers recalled. The platoon leader and his men then sat down next to the mosque in protest.

"We wanted to tell the Americans they couldn't do this again," Dhanoun said.

In a measure of the shame they felt, the men insisted they had not entered the mosque.

"You can't enter the mosque with weapons. We have traditions, we have honor, and we're Muslims," Dhanoun said. "You enter the mosque to pray, you don't enter the mosque with guns."

At 4:30 a.m. Monday, the men of Charlie Company and the entire U.S. battalion -- some 800 soldiers -- set out in a convoy for west Baiji. The Americans used night-vision goggles to see in the dark. The Iraqis had glow sticks. Before the troops had left the base, an Iraqi driver plowed into a concrete barrier, momentarily delaying the convoy.

U.S. commanders said the involvement of the Iraqis on the mission -- a series of raids to crack a bomb-making cell -- was critical to its success. But the Americans clearly have lowered their expectations for the Iraqis' progress.

"Things are going to change according to their schedule, not our politics back home," said Sgt. Jonathan Flynn, 36, of Star Lake, N.Y. "You can't just put an artificial timetable on that."

Along dirt roads bisected by sewage canals, the men of Charlie Company crouched, their weapons ready. Before them was their home town, dilapidated and neglected. Cpl. Amir Omar, 19, gazed ahead.

"Look at the homes of the Iraqis," he said, a handkerchief concealing his face. "The people have been destroyed."